Ch. 550

LAWS OF MARYLAND

(2)  "BUSINESS TRUST" MEANS A BUSINESS TRUST OR A
FOREIGN BUSINESS TRUST AS DEFINED IN § 8-501.1 OF THIS ARTICLE.

(3)  "CORPORATION" MEANS A MARYLAND CORPORATION OR A
FOREIGN CORPORATION.

(4)  "MAJORITY IN INTEREST OF THE LIMITED PARTNERS"
MEANS A MAJORITY IN INTEREST OF EACH CLASS OF THE LIMITED
PARTNERS (SUCH MAJORITIES DETERMINED ON THE BASIS OF THE SHARING
OF PROFITS AND LOSSES BY THE LIMITED PARTNERS).

(B)  UNLESS THE PARTNERSHIP AGREEMENT PROVIDES OTHERWISE, A
DOMESTIC LIMITED PARTNERSHIP MAY MERGE INTO ONE OR MORE DOMESTIC
OR FOREIGN LIMITED PARTNERSHIPS, CORPORATIONS HAVING CAPITAL
STOCK, OR BUSINESS TRUSTS HAVING TRANSFERABLE UNITS OF BENEFICIAL
INTEREST; OR ONE OR MORE DOMESTIC OR FOREIGN LIMITED
PARTNERSHIPS, CORPORATIONS HAVING CAPITAL STOCK, OR BUSINESS
TRUSTS HAVING TRANSFERABLE UNITS OF BENEFICIAL INTEREST MAY MERGE
INTO A DOMESTIC LIMITED PARTNERSHIP.

(C)  THE PROPOSED MERGER SHALL BE APPROVED IN THE MANNER
PROVIDED BY THIS SUBSECTION:

(1)  A CORPORATION OR A BUSINESS TRUST SHALL APPROVE
THE MERGER IN ACCORDANCE WITH THE PROVISIONS OF § 3-105 OF THIS
ARTICLE;

(2)  UNLESS THE PARTNERSHIP AGREEMENT PROVIDES
OTHERWISE, A LIMITED PARTNERSHIP SHALL APPROVE THE PROPOSED
MERGER BY THE AFFIRMATIVE VOTE OF ALL OF THE GENERAL PARTNERS AND
A MAJORITY IN INTEREST OF THE LIMITED PARTNERS; AND

(3)  A FOREIGN LIMITED PARTNERSHIP PARTY TO THE MERGER
SHALL HAVE THE MERGER ADVISED, AUTHORIZED, AND APPROVED IN THE
MANNER AND BY THE VOTE REQUIRED BY THE LAWS OF THE PLACE WHERE IT
IS ORGANIZED.

(D)  ARTICLES OF MERGER CONTAINING PROVISIONS REQUIRED BY §
3-109 OF THIS ARTICLE AND OTHER PROVISIONS PERMITTED BY THAT
SECTION SHALL BE:

(1)  EXECUTED BY ALL OF THE GENERAL PARTNERS OF EACH
LIMITED PARTNERSHIP PARTY TO THE ARTICLES AND, IN THE CASE OF A
CORPORATION OR BUSINESS TRUST, IN THE MANNER REQUIRED BY TITLE 1
OF THIS ARTICLE; AND

(2)  FILED FOR RECORD WITH THE DEPARTMENT.

(E)  (1) UNLESS THE ARTICLES OF MERGER PROVIDE OTHERWISE, A
PROPOSED MERGER OR CONSOLIDATION MAY BE ABANDONED BEFORE THE
EFFECTIVE DATE OF THE ARTICLES BY A VOTE OF THE MAJORITY OF THE
GENERAL PARTNERS AND A MAJORITY IN INTEREST OF THE LIMITED
PARTNERS OF ANY LIMITED PARTNERSHIP PARTY TO THE ARTICLES, BY A

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